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19-068 Pavement Engineering, Inc., Design Professional Services Agreement, Pavement Evaluation Services - Stevens Canyon Rd
CITY OF El DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) WITHPAVEMENT ENGINEERING, INC. CUPERTINO 1.PARTIES This Agreement is made and entered into as of __ �---'-t----�L,,__Ztn __ q ___________ _ ("Effective Date"), by and between the City of Cupertino, a municipal corporation ("City"), and Pavement Engineering, Inc ("Consultant"),a Corooration for Pavement Evaluation Services -Stevens Canyon Rd ______________________________ ("Project"). 2.SERVICES 2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further specified in Consultant's written Proposal as approved by City , except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as otherwise expressly re jected by City. 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed, expressly or implicitly, in the Agreement, the Scope of Services, or the Proposal ("Additional Services"). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent otherwise specified by City in writing. All references to "Services" in the Agreement include Basic Services and Additional Services, unless otherwise stated in writing. The Services may be divided into separate sequential tasks, as further specified in this Agreement, the Scope of Services, and Consultant's Proposal. Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its errors or omissions. 3.TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on July 30, 2019 unless terminated earlier as provided herein ("Contract Time"). 3.2 Schedule of Performance. All Services must be provided within the times specified in Exhibit B, Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks, Consultant must begin work on each separate task upon receiving City's Notice to Proceed (''NTO"), and must complete each task within the time specified in Exhibit B. City Project Pavement Evaluation Services -Stevens Canyon Rd Design Professional Agreement (single) /Rev. MII)'. 2018 Pagel of IO 3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient time, resources, and qualified staff to deliver the Services on time. 4.COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed $ 20,785 ("Contract Price"), as specified in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. 4.2 Basic Services. City will pay Consultant$ 20,785.00 ("Lump Sum Price") for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, subConsultant's costs, materials, supplies, equipment, travel, taxes, overhead and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City's reasonable satisfaction. 4.3 Additional Services. City has the discr etion, but not the obligation, to authorize Additional Services up to an amount not to exceed$ 0 . Additional Services provided to City's reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge ("Reimbursable Expenses"). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. 4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the amount due for the preceding month. City will pay Consultant within 30 days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a.Time and Expenses. For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: (i) name and title of each person providing Services; (ii) a succinct summary of the Services performed by each person; (iii) the time spent per person, in 30 minute increments; (iv) the hourly billing rate or Sub Consultant charge and payment due; and (v) an itemized list with amounts and explanation for all permitted reimbursable expenses. City Project Pavement Evaluation Services -Stevens Canyon Rd Design Professional Agreement (single) /Rev. May. 2018 Page 2 of 10 b.Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City approved rates set forth in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses. 5.INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits, worker's compensation, retirement, or any City benefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its subConsultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals performing similar services in the San Francisco Bay Area. Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed as specified to City's reasonable satisfaction. 5.3 Permits and Licenses. Consultant warrants on behalf of itself and any subConsultants that they are properly licensed, registered, and/or certified to perform the Services, as required by law, and that they have procured a valid City Business License. 5.4 SubConsultants. Unless prior written approval from City is obtained, only Consultant's employees and subConsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all subConsultants to furnish proof of insurance for workers' compensation, commercial liability, auto, and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all subConsultants relative to the portion of their work. 5.5 Tools, Materials and Equipment. Consultant will supply and shall be responsible for all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this Agreement. Upon City's request, Consultant will provide proof of payment and will indemnify City for any violations pursuant to the indemnity provision of this Agreement. 5. 7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its SubConsultants, and must take prompt measures to avoid, mitigate, and correct them at its sole expense. 6.PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time Consultant may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City. Consultant shall hold in confidence all City information and use City Project Pavement Evaluation Services -Stevens Canyon Rd Design Professional Agreement (single) /Rev. May. 2018 Page 3 of 10 it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. 7.OWNERSHIP OF MATERIALS 7 .1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium, prepared by Consultant under this Agreement ("Work Product"), will be the exclusive property of the City and shall not be shown to a third-party without prior written approval by City 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its SubConsultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is not "works for hire", Consultant and SubConsultants hereby assign to City all copyrights to the Work Product when and as created. Consultant may retain copyrights to its standard details, but hereby grants City a perpetual, non-exclusive license to use such details. 7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Consultant and its SubConsultants to execute or implement any of the following, but Consultant shall not be responsible or liable for City's re-use of Work Product: (a)For work related to the original Services for which Consultant was hired; (b)To complete the original Services with City personnel, agents or other Consultants; (c)To make subsequent additions to the original Services; and/or (d)For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8.RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant's performance, benchmarks and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four years from the date of City's final payment. 8.2 Consultant will provide City full access to Consultant's books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents, proceedings, and activities related to this Agreement. If a supplemental examination or City Project Pavement Evaluation Services -Stevens Canyon Rd Design Professional Agreement (single) /Rev. May. 2018 Page 4 of 10 audit of Consultant's records discloses non-compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instruments of service/deliverables for review and audit. This Section survives the expiration/termination of this Agreement. 9.ASSIGNMENT Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval, which shall not be umeasonably withheld. For purposes of this provision, control means 50% or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees. 10.PUBLICITY/ SIGNS Any publicity generated by Consultant for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Agreement, without prior written approval from the City. 11.INDEMNIFICATION 11.1 To the fullest extent allowed by law and except for losses caused by the sole or active negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold harmless the City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants ( collectively, "Indemnitees"), as follows: a.Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to the Services performed in connection with the Agreement, Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any and all liability, claims, actions, causes of action, demands or charges whatsoever against any Indemnitee, including any injury to or death of any person or damage to property or other liability of any nature ( collectively, "Liability"), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant, its officers, officials, employees, agents or SubConsultants. Such costs and expenses shall include reasonable attorney fees for legal counsel of City's choice, expert fees, and all other costs and fees oflitigation. In addition to its indemnity obligations, Design Professional will provide its immediate and active cooperation and assistance to the City, at no additional cost to the City, in analyzing, defending, and resolving such Liability. b.Claims Involving Intellectual Property. Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any claim involving intellectual property, infringement or violation of a United States patent right or copyright, trade secret, trademark, or service mark or·other proprietary or intellectual property rights, which arises out of, pertains to, or relates to Consultant's City Project Pavement Evaluation Services -Stevens Canyon Rd Design Professional Agreement (single) /Rev. May. 2018 Page 5 of 10 negligence, recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City's choice, expert fees and all other costs and fees of litigation. c.Claims for Other Liability. For all other liabilities not included in provisions "a" and "b" above, Consultant shall indemnify, defend, and hold harmless the Indemnitees against any and all liability, claims, actions, causes of action or demands whatsoever, including any injury to or death of any person or damage to property, or other liability of any nature arising out of, pertaining to, or relating to the performance of this Agreement by Design Professional, its employees, officers, officials, agents or subconsultants, including liability based on breach of contract, obligations, or warranties, or any unauthorized use or disclosure of City's confidential and proprietary information. 11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute or lawsuit arising out of this Agreement. Consultant's duties herein are not limited to or subject to the Contract Price, to Workers' Compensation claims, or to the Insurance or Bond limits and provisions. Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 If this Agreement is entered into or amended on or after January I, 2018, Consultant's duty to pay for any of Indemnitees' defense related costs will be limited to its proportionate share of fault, as determined by fmal decision by a court of competent jurisdiction, subject to any applicable exceptions in Civil Code section 2782.8. 11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant's indemnification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights, City may deduct money from Consultant's payments to cover moneys due to City. Section 11 survives expiration or termination of this Agreement. 12.INSURANCE On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant bas submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to Consultant. 13.COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant's ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act, or other federal or state law, rule or regulation. City Project Pavement Evaluation Services -Stevens Canyon Rd Design Professional Agreement (single) /Rev. May. 2018 Page 6 of 10 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a "public works" component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City's Labor Compliance Program and with state labor laws pertaining to working days, overtime, payroll records and DIR Registration and Oversight. If the Contract Price is $30,000 or more, Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5. 13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Consultant shall comply with all anti-discrimination laws, including Government Code Section 12900 and 11135, and Labor Code Section. 1735, 1777 and 3077.5. Consistent with City policy prohibiting, Consultant understands that harassment and discrimination by Consultant or any of its subConsultants toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement in violation of California Government Code Section 1090 et seq. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies. A violation of this Section constitutes a material breach and may result in City suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this Section. 14.PROJECT COORDINATION 14.l City Project Manager. The City's Project Manager for all purposes under this Agreement will be Jo Anne Johnson , who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City's reasonable approval, Consultant's Project Manager for all purposes under this Agreement will be Joe Ririe , who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Performance, and providing regular updates to the City's Project Manager on the Project status, progress, and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. City Project Pavement Evaluation Services -Stevens Canyon Rd Design Professional Agreement (single) /Rev. May. 2018 Page 7 of 10 15.ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty (30) calendar days written notice to Consultant. Consultant will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services. No close out work shall be conducted without City reasonable approval of closure costs, which may not exceed ten percent (10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty (30) days of Consultant's final invoice reasonably approved by the City. 16.TERMINATION City may terminate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within 30 days of Consultant's final invoice. 17.GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). If a dispute arises, Consultant must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18.ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. This Section survives the expiration/termination of this Agreement. 19.TIDRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20.WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of any breach shall not be deemed to constitute waiver of another term, provision, covenant or condition, or a subsequent breach, whether of the same or a different character. City Project Pavement Evaluation Services -Stevens Canyon Rd Design Professional Agreement (single) /Rev. May. 2018 Page S of 10 21.ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of the Parties, of every kind or nature, and supersedes any and all other agreements and understandings, either oral or written, between them. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between this main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. 22.INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23.HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24.SEVERABILITY IP ARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 25.SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26.NOTICES All notices, requests and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Jo Anne Johnson Email: joannej@cupertino.org To Consultant: Pavement Engineering, Inc. 3485 Sacramento Drive, Suite A San Luis Obispo. CA 93401 Attention: Joe Rire --------------Em ail: joer@pavementengineering.com City Project Pavement Evaluation Services -Stevens Ca11yo11 Rd Design Professional Agreement (single) /Rev. May. 2018 Page 9 of 10 27.VALIDITY OF CONTRACT This Agreement is valid and enforceable only if it complies with the contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, is signed by the City Manager or authorized d�signee, and is approved for form by the City Attorney's Office. 28.EXECUTION The person executing this Agreement on behalf of Consultant repre sents and warrants that Consultant has the right, power, and authority to enter into this Agreement and carry out all actions herein. and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Consultant. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement Title President Date 4 \ l \ \ c::> Tax LD. No.: 68-0461866 APPROVED AS TO FORM: 1� :S Pt\� HEATHER M. MINNER Cupertino City Attorney ATTEST: 9L �Id AJJ: GRAESCHMIDT �<;"-II Ci City Clerk l / CITY OF CUPERTINO Title Date ----,<�-++�----- City Project Pavement Evaluation Services -Stevens Canyon Rd Design Professional Agreement (single) /Rev. May. 2018 Page lOoflO AMENDMENT TO EXHIBIT A OF THE AGREEMENT BETWEEN THE CITY OF CUPERTINO AND PAVEMENT ENGINEERING INC. This Amendment to Exhibit A of the Agreement between the City of Cupertino and Pavement Engineering Inc., for reference dated 4/1/2019, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Pavement Engineering, Inc., a Corporation ("Consultant") whose address is 3485 Sacramento Drive, Suite A, San Luis Obispo, CA and is made with reference to the following: RECITALS: A.On 4/1/2019, an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for pavement evaluation services at Stevens Canyon Road. The Agreement will expire on 6/30/2019. B.The Agreement and the Amendment to Exhibit A are collectively referred to as the "Agreement" unless otherwise indicated. C.City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1.Exhibit A is amended to add the following provision: To the extent that any term, clause, or provision of this Exhibit A conflicts with any other term, clause, or provision of the contract ("Contract Terms") the Contract Terms shall prevail and be controlling. 2.Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. �� N ��� Title \='P-� l'U!.)J, APPROVED AS TO FORM City Attorney City Clerk ) -( � / Exhibit E Labor Code Requirements 1.The following prevailing wage provisions apply to this Agreement. 1.1 In General. For purposes of California labor law, this is a public works contract subject to the provisions of Part 7 of Division 2 of the California Labor Code (Sections 1720 et seq.). In accordance with Labor Code Section 1771, Contractor and all subcontractors shall pay not less than current prevailing wage rates as determined by the California Department of Industrial Relations ("DIR") to all workers employed on this project as applicable. In accordance with Labor Code Section 1815, Contractor and all subcontractors shall pay all workers employed on this project 1 Yi the basic rate of pay for work performed in excess specified hour limitations. The work performed pursuant to this Agreement is subject to compliance monitoring and enforcement by the Department of Industrial Relations. 1.2 Registration. Contractor and all subcontractors are not qualified to bid on or be listed in a bid proposal, subject to the requirements of section 4104 of the California Public Contract Code, and shall not engage in the performance of any work under this Agreement, unless currently registered and qu alified to perform public work pursuant to section 1725.5 of the California Labor Code. Contractor represents and warrants that it is registered and qualified to perform public work pursuant to section 1725.5 of the Labor Code and will provide its DIR registration number, along with the registration numbers of any subcontractors as required, to the City. 1.3 Posting. Contractor shall post at the job site the determination of the DIR director of the prevailing rate of per diem wages together with all job notices that are required by regulations of the DIR. 1.4 Reporting. Contractor and any subcontractors shall keep accurate payroll records in accordance with Section 1776 of the Labor Code and shall furnish the payroll records directly to the Labor Commissioner in accordance with the law. 1.5 Report on Prevailing Rate of Wages. The City has obtained the general prevailing rate of per diem wages in the vicinity of the project for each type of worker needed, a copy of which is on file at the City of Cupertino City Hall, and shall be made available to any interested party upon request. 1.6 Employment of Apprentices. Contractor's attention is directed to the provisions in Sections 1777.5 and 1777.6 of the Labor Code concerning the employment of apprentices by the Contractor or any subcontractor. It shall be the responsibility of the Contractor to effectuate compliance on the part of itself and any subcontractors with the requirements of said sections in the employment of apprentices. Information relative to apprenticeship standards, wage schedules, and other requirements may be obtained from the Director of Industrial Relations, ex-officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices. 1090602.1 Exhibit A March 23, 2019 Jo Anne Johnson Public Works Project Manager City of Cupertino 10300 Torre Avenue Cupertino, CA 95014-3202 MP19-113A Subject: Pavement Evaluation Services -Stevens Canyon Road from McClellan Road to the South City Limit Dear Jo Anne: Per your request, we are submitting our proposal for pavement evaluation services. Our work will include deflection testing and coring on Stevens Canyon Road from McClellan Road to the South City Limit (-5,800 LF of 2 lane road). The field testing portion of our work consists of deflection testing and coring the pavement to determine the asphalt layer thickness. Deflection tests will be performed at 100-foot maximum intervals in each travel lane. Coring will be performed at 500-foot maximum intervals over the street segment. The deflection analysis will be performed in general accordance with CTM 356. Traffic control will be provided by a licensed traffic control company. To assist us with the evaluation, we will measure the full structural section (AC & AB) at each core location. We will also collect native soil samples that will be used to determine the R-value. The engineering report summarizes our deflection analysis and contains rehabilitation and reconstruction options for the street segment tested. We will explore all possible rehabilitation options, including pulverization and resurfacing, milling and filling, conventional AC overlay and ARHM overlays, as well as recycling options such as FDR and CIR. Included with the report are deflection summary sheets, photos and a visual description of the street segment. Included in our scope of work is the calculation of the traffic index for Stevens Canyon Road from McClellan Road to the South City Limit. The calculations will be based on 6- hour truck counts at two different locations. Jo Anne Johnson March 23, 2019 MP19-113A Page 3 PROPOSAL CONDITIONS 1.Proposal is valid for thirty days from the date of the proposal. 2.All work shall be performed utilizing common methods and practices of the civil engineering profession. Reports and construction documents will be signed by a registered civil engineer. 3.Fees for Lump-Sum or Unit Price Proposals will be charged at the quoted price. The quoted prices include all laboratory testing costs. Fees for Engineering and Technical Services on a Time and Materials Basis will be charged at the applicable hourly rates of the current PEI Fee Schedule. 4.The proposal is based upon providing liability insurance with limits up to $2,000,000. 5.Payment: Invoices will be submitted at the completion of the work for Engineering Reports. Inspection fees will be invoiced on a monthly basis. All invoices are due upon receipt. Interest of 1-1/2% per month (but not exceeding the maximum rate allowable by law) will be payable on any amounts not paid within 30 days, payment thereafter to be applied first to accrued interest and then to the principal unpaid amount. Attorneys' fees or other costs incurred in collecting any delinquent amount shall be paid by the client. z ISr:ared1R Dnve\f\dnoin\Text1Marketir.g\Proposals\Proposals2019\MP19-I I JA docx fiJ EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing bu siness in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for V\ premises operations, products and completed operations, contractual liability, and personal and;\\'V advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a � � t.�eneral aggregate limit applies, either the general aggregate limit shall apply separately to this � project/location (ISO Form CG 25 03 or 25 04 ) or it shall be twice the required occurrence limit. � a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contr ibutory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2 Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned �\ \\ autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and V\ Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. � \ · 0 Not required. Consultant has provided written verification of no employees. 4. ""-Professional Liability for professional acts, · errors and omissions, as appropriate to Consultant's\ -y" profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a'oQ'r\ claims made form: a.The Retroactive Date must be shown and must be before the Effective Date of the Contract. b.Insurance must be maintained for at least five (5) years after completion of the Services. c.If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-lnsurance Requirements for Design Professionals & Consultants Contracts Form Updated Feb. 2018 1 Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as ISO Fann CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/ Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation v'Consultant waives any right to subrogation against City/ Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/ Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers V Insurers must be licensed to do business in California with an AM. Best Rating of A-VII, or better.�:r � Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained byConsultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts Form Updated Feb. 2018 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDD/YYYY) �-4/3/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER �����cT Lisa Salciccia Andreini & Company-San Mateo ;.�)?NJn Cv>I· 650-378-4238 I FAX 220 West 20th Ave IAIC Nol: 650-378-4361 San Mateo CA 94403 �il��ss: lsalciccia@.andreini.com IN SURER($) AFFORDING COVERAGE NAIC# IN SURER A: Travelers Prop Cas Co of Amer A-++-Kv 25674 INSURED PAVEM-2 IN SURER B: Peleus Insurance Companv (J... vu/ 34118 Pavement Engineering, Inc. INSURER C: Geo-Engineering Solutions, Inc. 3485 Sacramento Drive Suite A INSURER D: San Luis Obispo CA 93401 INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 195099095 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUS IONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE ,.,en >Anm POLICY N UMBER IMMIDDIYYYY\ IMMIDD /YYYYl LIMITS A X COMMERCIAL GENERAL LIABILITY y y 6802J6624171847 V' 7/1/2018 7/1/2019J EACH OCCURRENCE $1,000,000 v f--0 CLAIMS-MADE 0 OCCUR DAMAGE TO RENTt:D PREMISES IEa occurrence) $1,000,000 � MED EXP (Any one person) $5,000 PERSONAL & ADV INJURY $1,000,000 v t°"'., GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 A Fl 0PRO-POLICY JECT OTHER: AUTOMOBILE LIABILITY X ANY AUTO � OWNED � � AUTOS ONLY HIRED � � AUTOS ONLY � DLOC SCHEDULED AUTOS NON-OWNED AUTOS ONLY PRODUCTS -COMP/OP AGG $2,000,000 / $ y y BA8E10451618 v' 7/1/2018 7/1/2019_./ fE�������llNGLE LIMIT $1,000.000 v BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ rp�?��c�Je��AMAGE $ / -��A X UMBRELLA LIAS M OCCUR CUP8E1060241847 7/1/2018 71112019 V EACH OCCURRENCE I $5,000,000 }'-/ � EXCESS LIAS CLAIMS-MADE AGGREGATE � $ // OED I I RETENTION$ "'--$ / A WORKERS COMPEN SATION y UB3H526004 ·Y 7/1/2018 7/1/2019v X I �ffTuTE I I OTH-A N D EMPLOYERS' LIABILITY ER YIN ANYPROPRIETOR /PARTNER/EXECUTIVE D NIA E.L EACH ACCIDENT $1,000.oooV OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under E.L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below B Professional Liab. IAE42171670 8/5/2018 71112019V Limit 2,000,000 � Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addition al Remarks Schedule, may be attached If more space Is required) Re: PEI Job #MP19-113 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are included as Additional Insured on a primary and non-contributory basis with regard to General and Auto Liability per attached endorsements. Waivers of Subrogation apply to General, Auto Liability and Workers' Compensation per attached policy provisions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Jo Anne Johnson 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino CA 95014 ��ctccM) I / © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD I/ OLICY NUMBER :680 2J662417-18-47. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1.The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a.Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b.If. and only to the extent that. the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: c. With respect to the independent acts or omissions of such person or organization; or d.For "bodily injury", "property damage" or "personal injury"· for which such person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: e.This insurance does not apply on any basis to any person or organization for which covera·ge as an additional insured specifically is added by another endorsement to this Coverage Part. f.This insurance does not apply to the rendering of or failure to render any "professional services". g.In the event that the Limits of Insurance of the Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the limits of insurance described in Section Ill - Limits Of Insurance. h.This insurance does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products completed operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2.The following is added to Paragraph 4.a. of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis. that is available to the additional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the additional insured under this Coverage Part must apply on a primary basis or a primary and non-contributory basis. this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss, and we will not share with the other insurance, provided that: (1)The "bodily injury" or "property damage" for which coverage is sought occurs; and (2)The "personal injury" for which coverage is sought arises out of an offense committed; after you have signed that "written contract requiring insurance". But this insurance provided to the additional insured still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any other insurance. CG D3 81 0915 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY 3.The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. 4.The following definition is added to the DEFINITIONS Section: "Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part. provided that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a.After you have signed that written contract; b.While that part of the written contract 1s in effect; and c.Before the end of the policy period. Page 2 of 2 © 2015 The Travelers Indemnity Company. All rights reserved. CG D3 810915 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ARCHITECTS, ENGINEERS AND SURVEYORS COVERAGE XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A.Broadened Named Insured B.Incidental Medical Malpractice C.Reasonable Force -Bodily Injury Or Property Damage D.Non-Owned Watercraft -Increased To Up To 75 feet E.Aircraft Chartered With Crew F.Damage To Premises Rented To You G.Malicious Prosecution -Exception To Knowing Violation Of Rights Of Another Exclusion H.Medical Payments -Increased Limit I.Increased Supplementary Payments J.Additional Insured -Owner, Manager Or Lessor Of Premises PROVISIONS A.BROADENED NAMED INSURED 1.The following is added to SECTION II -WHO IS AN INSURED: Any organization, other than a partnership or joint venture, over which you maintain ownership or majority interest on the effective date of the policy qualifies as a Named Insured. However, coverage for any such additional organization will cease as of the date during the policy period that you no longer maintain ownership of, or majority interest in, such organization. B.INCIDENTAL MEDICAL MALPRACTICE 1.The following is added to the definition of "occurrence" in the DEFINITIONS Section: K. L. M. N. 0. P. Q. R. Additional Insured -Lessor Of Leased Equipment Additional Insured State Or Political Subdivisions -Permits Relating To Premises Additional Insured State Or Political Subdivisions -Permits Relating To Operations Who Is An Insured -Newly Acquired Or Formed Organizations Knowledge And Notice Of Occurrence Or Offense Unintentional Omission Waiver Of Transfer Of Rights Of Recovery Against Others To Us When Required By Written Contract Amended Insured Contract Definition -Railroad Easement Unless you are in the business or occupation of providing professional health care services, "occurrence" also means an act or omission committed in providing or failing to provide first aid or "Goo d Samaritan services" to a person. 2.The following is added to the DEFINITIONS Section: "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. 3.The following is added to Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above CG D3 79 01 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 COMMERCIAL GENERAL LIABILITY does not apply to any "bodily injury" arising out of any providing or failing to provide first aid or "Good Samaritan services" by any of your "employees", other than an employed doctor. Any such "employees" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 4.The following exclusion is added to Paragraph 2., Exclusions, of SECTION I - COVERAGES -COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY in COVERAGES: Sale of Pharmaceuticals "Bodily injury" or "property damage" arising out of the willful violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the knowledge or consent of, the insured. 5.The following is added to Paragraph 5. of SECTION Ill -LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in the providing or failing to provide first aid or "Good Samaritan services" to any one person will be considered one "occurrence". 6.The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide first aid or "Good Samaritan services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II - Who Is An Insured. C.REASONABLE FORCE -BODILY INJURY OR PROPERTY DAMAGE The following replaces Exclusion a., Expected Or Intended Injury, in Paragraph 2. of SECTION I - COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: a.Expected Or Intended injury Or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect any person or property. D.NON-OWNED WATERCRAFT -INCREASED TO UP TO 75 FEET 1.The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I COVERAGES -COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2)A watercraft you do not own that is: (a)Less than 75 feet long; and (b)Not being used to carry any person or property for a charge; 2.The following is added to Paragraph 2. of SECTION II -WHO IS AN INSURED: Any person or organization that, with your express or implied consent, either uses or is responsible for the use of a watercraft that you do not own that is: (a)Less than 75 feet long; and (b)Not being used to carry any person or prop�rty for a charge; 3.The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured for "bodily injury" that arises out of the use of a watercraft that you do not own that is: (a)Less than 75 feet long; and (b)Not being used to carry any person or property for a charge. E.AIRCRAFT CHARTERED WITH CREW 1.The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2.of SECTION I -COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY in COVERAGES: This exclusion does not apply to an aircraft that is: (a)Chartered with crew to any insured; Page 2 of 6 © 2016 The Travelers Indemnity Company. All rights reserved. CG D3 79 0116 (b)Not owned by any insured; and (c)Not being used to carry any person or property for a charge. 2.The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured for use of an aircraft that is: (a)Chartered with crew to any insured; (b)Not owned by any insured; and (c)Not being used to carry any person or property for a charge. F.DAMAGE TO PREMISES RENTED TO YOU 1.The following replaces the last paragraph of Paragraph 2., Exclusions, of SECTION I - COVERAGES -COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY in COVERAGES: Exclusions c. through n. do not apply to damage to premises while rented to you. or temporarily occupied by you with permission of the owner, caused by: a.Fire; b.Explosion; c.Lightning; d.Smoke resulting from such fire, explosion, or lightning; or e.Water. A separate limit of insurance applies to such damage to premises as described in Paragraph 6. of Section Ill -Limits Of Insurance. This insurance does not apply to damage to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by: a. Rupture. bursting, or operation of pressure relief devices; b.Rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from water; or c.Explosion of steam boilers, steam pipes, steam engines, or steam turbines. COMMERCIAL GENERAL LIABILITY 2.The following replaces Paragraph 6. of SECTION Ill -LIMITS OF INSURANCE: Subject to 5. above, the Damage T9 Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you. or temporarily occupied by you with permission of the owner, caused by fire; explosion; lightning; smoke resulting from such fire, explosion, or lightning; or water. The Damage To Premises Rented To You Limit will apply to all damage proximately caused by the same "occurrence", whether such damage results from: fire; explosion; lightning; smoke resulting from such fire, explosion, or lightning; or water; or any combination of any of these. The Damage To Premises Rented To You Limit will be the higher of: a.$1,000,000; or b.The amount shown on the Declarations of this Coverage Part for Damage To Premises Rented To You Limit. 3.The following replaces Paragraph a. of the definition of "insured contract" in the DEFI NITIONS Section: a.A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by: (1)Fire; (2) Explosion; (3)Lightning; (4)Smoke resulting from such fire, explosion, or lightning; or (5)Water, is not an "insured contract"; 4.The following replaces Paragraph 4.b.(1 )(b) of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: (b)That is insurance for premises rented to you. or temporarily occupied by you with the permission of the owner; CG D3 79 01 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 COMMERCIAL GENERAL LIABILITY G.MALICIOUS PROSECUTION -EXCEPTION TO KNOWING VIOLATION OF RIGHTS OF ANOTHER EXCLUSION The following is added to Exclusion a., Knowing Violation Of Rights Of Another, in Paragraph 2. of SECTION I -COVERAGES -COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY: This exclusion does not apply to "personal injury" caused by malicious prosecution. H.MEDICAL PAYMENTS-INCREASED LIMIT The following replaces Paragraph 7. of SECTION Ill -LIMITS OF INSURANCE: 7.Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C.for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: (a)$10,000; or (b)The amount shown on the Declarations of this Coverage Part for Medical Expense Limit. I.INCREASED SUPPLEMENTARY PAYMENTS 1.The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS COVERAGES A AND B of SECTION I - COVERAGES: b.Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2.The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS COVERAGES A AND B of SECTION I - COVERAGES: d.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. J.ADDITIONAL INSURED -OWNER, MANAGER OR LESSOR OF PREMISES The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a premises owner. manager or lessor and that you have agreed in a written contract to name as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" that: a.Is "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" caused by an offense that is committed, after you have signed that contract; and b.Arises out of the ownership, maintenance or use of that part of any premises leased to you under that written contract. The insurance provided to such premises owner, manager or lessor is subject to the following provisions: a.The limits of insurance provided to such premises owner, manager or lessor will be the limits which you agreed to provide in the written contract, or the limits shown on the Declarations of this Coverage Part, whichever are less. b.The insurance provided to such premises owner, manager or lessor does not apply to: (1)"Bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or (2)Structural alterations. new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. c.The insurance provided to such premises owner, manager or lessor is excess over any valid and collectible other insurance available to such premises owner. manager or lessor, unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. K.ADDITIONAL INSURED -LESSOR OF LEASED EQUIPMENT The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is an equipment lessor and that you have agreed in a written contract to name as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage". "personal injury" or "advertising injury" that: a.Is "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" caused by an offense that is Page 4 of 6 © 2016 The Travelers Indemnity Company. All rights reserved. CG D3 79 01 16 committed, after you have signed that written contract; and b.Is caused, in whole or in part. by acts or om1ss1ons of you or any person or organization performing operations on your behalf, in the maintenance, operation or use of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor is subject to the following provisions: a.The limits of insurance provided to such equipment lessor will be the limits which you agreed to provide in the written contract, or the limits shown on the Declarations of this Coverage Part, whichever are less; and b.The insurance provided to such equipment lessor does not apply: (1)To any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" caused by an offense that is committed, after the equipment lease expires; or (2)If the equipment is leased with an operator. c.The insurance provided to such equipment lessor is excess over any valid and collectible other insurance available to such equipment lessor, unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. L.ADDITIONAL INSURED POLITICAL SUBDIVISIONS RELATING TO PREMISES STATE OR PERMITS The following is added to Paragraph 2. of SECTION II -WHO IS AN INSURED: Any state or political subdivision that has issued a permit in connection with premises owned or occupied by, or rented or loaned to, you, is an insured, but only with respect to "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes. marquees, hoist away openings, sidewalk vaults, elevators. street banners or decorations for which that state or political subdivision has issued such permit. COMMERCIAL GENERAL LIABILITY M.ADDITIONAL INSURED POLITICAL SUBDIVISIONS RELATING TO OPERATIONS STATE OR PERMITS The following is added to Paragraph 2. of SECTION II -WHO IS AN INSURED: Any state or political subdivision that has issued a permit with respect to operations performed by you or on your behalf is an insured, but only with respect to "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of operations performed by you or on your behalf for which that state or political subdivision has issued such permit. However, no such state or political subdivision is an insured for: (1)"Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of operations performed for that state or political subdivision; or (2)"Bodily injury" or "property damage" included within the "products -completed operations hazard". N.WHO IS AN INSURED -NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following replaces Paragraph 4.a. of SECTION II -WHO IS AN INSURED: a.Coverage under this provision is afforded only: (1)Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organizations. if you report such organization in writing to us within 180 days after you acquire or form it. 0.KNOWLEDGE AND NOTICE OF OCCURRENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim Or Suit, of SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS: e.The following provisions apply to Paragraph a.above, but only for the purposes of the insurance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2.of Section II -Who Is An Insured: CG D3 79 0116 © 2016 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 COMMERCIAL GENERAL LIABILITY (1)Notice to us of such "occurrence" or of an offense must be given as soon as practicable only after the "occurrence" or offense is known to you (if you are an individual). any of your partners or members who is an individual (if you are a partnership or joint venture). any of your managers who is an individual (if you are a limited liability company), any of your trustees who is an individual (if you are a trust), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, limited liability company or trust). or any "employee" (such as an insurance, loss control or risk manager or administrator) authorized by you to give notice of an "occurrence" or offense .. Knowledge by any other "employee" of an "occurrence" or offense does not imply that you also have such knowledge. (2)If you are a partnership. joint venture, limited liability company or trust, and none of your partners. joint venture members, managers or trustees are individuals, notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a)Any individual who is: (i)A partner or member of any partnership or joint venture; (ii)A manager of any limited liability company; (iii)A trustee of any trust; or (iv)An executive officer or director of any other organization; that is your partner, joint venture member, manager or trustee; or (b)Any "employee" authorized by such partnership, joint venture, limited . liability company, trust or other organization to give notice of an "occurrence" or offense. (3)Notice to us of such "occurrence" or offense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation, accident, or health insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as practicable after any of the persons described in Paragraphs e. (1) or (2) above discovers that the "occurrence" or offense may result in sums to which the insurance provided under the Coverage Part may apply. P.UNINTENTIONAL OMISSION The following is Representations, COMMERCIAL CONDITIONS: added to Paragraph 6., of SECTION IV GENERAL LIABILITY The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. Q.WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US WHEN REQUIRED BY WRITTEN CONTRACT The following is added to Paragraph 8., Transfer of Rights of Recovery Against Others to Us, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of premises owned or occupied by or rented or loaned to you; ongoing operations performed by you or on your behalf. done under a written contract with that person or organization; "your work"; or "your products". We waive this right where you have agreed to do so as part of a written contract signed by you prior to loss. R.AMENDED INSURED CONTRACT DEFINITION -RAILROAD EASEMENT 1.The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c.Any easement or license agreement; 2.Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 © 2016 The Travelers Indemnity Company. All rights reserved. CG D3 79 01 16 THIS looRSEMENT /ES THE POLICY. PLEASE READ IT CAREFULLY. TOTA�-UG-REGATE LIMIT OTHER THAN PROJECTS AND DESIGNATED PROJECT AND LOCATION AGGREGATE LIMITS SCHEDULE The Limits of Insurance shown in the Declarations are replaced by the following: LIMITS OF INSURANCE Total Aggregate Limit (Other Than Projects and Products-Completed Operations) Designated Location Aggregate Limit (other Than Products-Completed Operations) Designated Project Aggregate Limit (other Than Products-Completed Operations) General Aggregate Limit (Other Than Products-Completed Operations) Products-Completed Operations Aggregate Limit Personal and Advertising Injury Limit Each Occurrence Limit Damage To Premises Rented to You Limit Medical Expense Limit $ $ $ $ $ $ $ $ Any One Premises $ Any One Person Designated Locations: © 2014 The Travelers. Indemnity Company. All rights reserved. COMMERCIAL GENERAL LIABILITY PROVISIONS A.The following replaces SECTION Ill -LIMITS OF INSURANCE: 1. a. The Limits of Insurance shown in the Schedule above and the rules below fix the most we will pay regardless of the number of: (1)Insureds; (2)Claims made or "suits" brought; (3)Persons or organizations making claims or bringing "suits"; or (4)Designated "projects" or "locations" shown in the Schedule above. b.The Total Aggregate Limit shown in the Schedule above is the most we will pay for the sum of all amounts under the Des ignated Location Aggregate Limit and all amounts under the General Aggregate Limit. This includes: (1)Damages under Coverage A. except damages because of "bodily injury" or "property damage" included in the "products-completed operations haz ard"; (2) Damages under Coverage B; and (3)Medical expenses under Coverage C. c.A Designated Project Aggregate Limit is provided and is also shown in the Sched ule above. The Designated Project Ag gregate Limit is subject to all of the follow ing provisions: (1)The Designated Project Aggregate Limit is the most we will pay for the sum of: (a)Damages under Coverage A be cause of "bodily injury" and "property damage" caused by "occurrences"; and (b)Medical expenses under Cover age C for "bodily injury" caused by accidents; which can be attributed only to opera tions at a single designated "project" shown in the Schedule above. (2) The Designated Project Aggregate Limit applies separately to each des ignated "project". (3)The Designated Project Aggregate Limit does not apply to damages be cause of "bodily injury" or "property damage" included in the "products completed operations hazard". In stead, the Products-Completed Op erations Aggregate Limit shown in the Schedule above and described in 3. below applies to such damages. (4)The Designated Project Aggregate Limit does not apply to damages un der Coverage B. Instead, the General Aggregate Limit shown in the Sched ule above and described in 2. below applies to such damages. (5)Any payments made for damages or medical expenses to which the Des ignated Project Aggregate Limit ap plies shall reduce the Designated Project Aggregate Limit for that des ignated "project". Such payments shall not reduce the Total Aggregate Limit shown in the Schedule above, the General Aggregate Limit shown in the Schedule above and described in 2.below, the Designated Project Ag gregate Limit for any other designat ed "project" shown in the Schedule above or the Designated Location Aggregate Limit shown in the Sched ule above. d.Subject to the Total Aggregate Limit shown in the Schedule above and de scribed in b. above, a Designated Loca tion Aggregate Limit is provided and is al so shown in the Schedule above. The Designated Location Aggregate Limit is subject to all of the following provisions: (1)The Designated Location Aggregate Limit is the most we will pay for the sum of: (a)Damages under Coverage A be cause of "bodily injury" and "property damage" caused by "occurrences"; and (b)Medical expenses under Cover age C for "bodily injury" caused by accidents; which can be attributed only to opera tions at a single designated "location" shown in the Schedule above. (2)The Designated Location Aggregate Limit applies separately to each des ignated "location". Page 2 of 4 © 2014 The Travelers. Indemnity Company. All rights reserved. CG D4 69 07 14 (3)The Designated Location Aggregate Limit does not apply to damages be cause of "bodily injury" or "property damage" included in the "products completed operations hazard." In stead, the Products-Completed Op erations Aggregate Limit shown in the Schedule above and described in 3. below applies to such damages. (4)The Designated Location Aggregate Limit does not apply to damages un der Coverage B. Instead, the General Aggregate Limit shown in the Sched ule above and described in 2. below applies to such damages. (5)Any payments made for damages or medical expenses to which the Des ignated Location Aggregate Limit ap plies shall reduce both the Total Ag gregate Limit shown in the Schedule above and the Designated Location Aggregate Limit for that designated "location". Such payments shall not reduce the General Aggregate Limit shown in the Schedule above and described in 2. below, the Designated Project Aggregate Limit shown in the Schedule above or the Designated Location Aggregate Limit for any oth er designated "location" shown in the Schedule above. 2.Subject to the Total Aggregate Limit shown in the Schedule above and described in 1.b. above, a General Aggregate Limit is provided and is also shown in the Schedule above. The General Aggregate Limit is subject to all of the following provisions: a.The General Aggregate Limit is the most we will pay for the sum of: (1)Damages under Coverage A be cause of "bodily injury" and "property damage" caused by "occurrences", and medical expenses under Cover age C for "bodily injury" caused by accidents, which cannot be attributed only to operations at a single desig nated "project" or "location" shown in the Schedule above; and (2)Damages under Coverage B. b.The General Aggregate Limit does not apply to damages for "bodily injury" or "property damage" included in the "prod ucts-completed operations hazard." In- COMMERCIAL GENERAL LIABILITY stead, the Products-Completed Opera tions Aggregate Limit shown in the Schedule above and described in 3. be low applies to such damages. c.Any payments made for damages or medical expenses to which the General Aggregate Limit applies shall reduce both the Total Aggregate Limit shown in the Schedule above and the General Aggre gate Limit shown in the Schedule above. Such payments shall not reduce the Des ignated Project Aggregate Limit for any designated "project" shown in the Sched ule above or the Designated Location Aggregate Limit for any designated "loca tion" shown in the Schedule above. 3.If coverage for liability arising out of the "products-completed operations hazard" is provided, the Products-Completed Operations Aggregate Limit shown in the Schedule above is the most we will pay under Coverage A for damages because of "bodily injury" or "prop erty damage" included in the "products completed operations hazard". Any payments made for such damages shall reduce the Products-Completed Operations Aggregate Limit shown in the Schedule above. Such payments shall not reduce the Total Aggre gate Limit shown in the Schedule above, the General Aggregate Limit shown in the Schedule above, the Designated Project Ag gregate Limit for any designated "project" shown in the Schedule above or the Desig nated Location Aggregate Limit for any des ignated "location" shown in the Schedule above. 4.Subject to the Total Aggregate Limit and the General Aggregate Limit shown in the Schedule above and described in 1.b. and 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal injury" and all "advertising injury" sustained by any one person or organization. 5.Subject to the Total Aggregate Limit and ei ther the Designated Location Aggregate Limit or the General Aggregate Limit, subject to the Designated Project Aggregate Limit or subject to the Products-Completed Operations Ag gregate Limit, shown in the Schedule above and described in 1. b., 1.c. 1.d., 2. and 3. above, whichever apply or applies, the Each Occurrence Limit is the most we will pay for the sum of: CG D4 69 07 14 © 2014 The Travelers. Indemnity Company. All rights reserved. Page 3 of 4 COMMERCIAL GENERAL LIABILITY a.Damages under Coverage A; and b.Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6.Subject to the Each Occurrence Limit shown in the Schedule above and described in 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Cov erage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. 7.Subject to the Each Occurrence Limit shown in the Schedule above and described in 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part ap ply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the poli cy period is extended after issuance for an addi- tional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. B.The following is added to the DEFINITIONS Sec tion: "Location" means any premises owned by or rented to you shown in the Schedule above. For the purposes of determining the applicable ag gregate limit of insurance, each "location" that in cludes a premises involving the same or connect ing lots, or premises whose connection is inter rupted only by a street, roadway or waterway, or by a right-of-way of a railroad, shall be considered a single "location". "Project" means any area. away from premises owned by or rented to you, shown in the schedule above at which you are performing operations pursuant to a contract or agreement. For the pur poses of determining the applicable aggregate limit of insurance, each "project" that includes a premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or waterway, or by a right-of way of a railroad, shall be considered a single "project". Page 4 of 4 © 2014 The Travelers. Indemnity Company. All rights reserved. CG D4 69 07 14 LICY NUMBER:BA 8E1045-16-18 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A.BLANKET ADDITIONAL INSURED B.EMPLOYEE HIRED AUTO C.EMPLOYEES AS INSURED D.SUPPLEMENTARY PAYMENTS -INCREASED LIMITS E. TRAILERS -INCREASED LOAD CAPACITY F.HIRED AUTO PHYSICAL DAMAGE G.PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT A.BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. B.EMPLOYEE HIRED AUTO 1.The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COV ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating a covered "auto" hired or rented under a contract or agreement in an "em ployee's" name, with your permission, while H.AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT-INCREASED LIMIT I.WAIVER OF DEDUCTIBLE -GLASS J.PERSONAL PROPERTY K.AIRBAGS L.AUTO LOAN LEASE GAP M.BLANKET WAIVER OF SUBROGATION performing duties related to the conduct of your business. 2.The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV -BUSI NESS AUTO CONDITIONS: b.For Hired Auto Physical Damage Cover age, the following are deemed to be cov ered "autos" you own: (1)Any covered "auto" you lease, hire, rent or borrow; and (2)Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your permission, while performing duties related to the conduct of your busi ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". C.EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: CA T4 20 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO Any "employee" of yours is an "insured" while us ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D.SUPPLEMENTARY PAYMENTS -INCREASED LIMITS 1.The following replaces Paragraph A.2.a.(2) of SECTION II -COVERED AUTOS LIABILITY COVERAGE: (2)Up to $3,000 for cost of bail bonds (in cluding bonds for related traffic law viola tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2.The following replaces Paragraph A.2.a.(4) of SECTION II -COVERED AUTOS LIABILITY COVERAGE: (4)All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be-_ cause of time off from work. E.TRAILERS -INCREASED LOAD CAPACITY The following replaces Paragraph C.1. of SEC TION I -COVERED AUTOS: 1."Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. F.HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph A.4., Cover age Extensions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Covered Autos Liability Coverage but not covered "autos" for Physical Damage Coverage, and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Cover age is extended to "autos" that you hire, rent or borrow subject to the following: (1)The most we will pay for "loss" to any one "auto" that you hire, rent or borrow is the lesser of: (a)$50,000; (b)The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c)The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2)An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". (3)If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4)A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto". (5)This Coverage Extension does not apply to: (a)Any "auto" that is hired, rented or bor rowed with a driver; or (b)Any "auto" that is hired, rented or bor rowed from your "employee". G.PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT The following replaces the first sentence in Para graph A.4.a., Transportation Expenses, of SECTION Ill -PHYSICAL DAMAGE COVER AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in curred by you because of the total theft of a cov ered "auto" of the private passenger type. H.AUDIO, VISUAL AND DAT A ELECTRONIC EQUIPMENT-INCREASED LIMIT Paragraph C.1.b. of SECTION Ill -PHYSICAL DAMAGE COVERAGE is deleted. I.WAIVER OF DEDUCTIBLE -GLASS The following is added to Paragraph D., Deducti ble, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. J.PERSONAL PROPERTY The following is added to Paragraph A.4., Cover age Extensions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Personal Property Coverage We will pay up to $400 for "loss" to wearing ap parel and other personal property which is: (1)Owned by an "insured"; and (2)In or on your covered "auto". This coverage only applies in the event of a total theft of your covered "auto". No deductibles apply to Personal Property cover age. Page 2 of 3 © 2015 The Travelers Indemnity Company. All rights reserved. CA T4 20 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. K.AIRBAGS The following is added to Paragraph 8.3., Exclu sions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a.If that "auto" is a covered "auto" for Compre hensive Coverage under this policy; b.The airbags are not covered under any war- ranty; and c.The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L.AUTO LOAN LEASE GAP The following is added to Paragraph A.4., Cover age Extensions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total "loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: (1)The amount paid under the Physical Damage Coverage Section of the policy for that "auto"; and COMMERCIAL AUTO (2)Any: (a)Overdue lease or loan payments at the time of the "loss"; (b)Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c)Security deposits not returned by the les sor; (d)Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (e) Carry-over balances from previous loans or leases. M.BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -BUSINESS AUTO CONDI TIONS: 5.Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex tent required of you by a written contract exe cuted prior to any "accident" or "loss", pro vided that the "accident" or "loss" arises out of the operations contemplated by such con tract. The waiver applies only to the person or organization designated in such contract. CA T4 20 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 4.Loss Payment -Physical Damage Cover ages At our option, we may: a.Pay for, repair or replace damaged or sto len property; b.Return the stolen property, at our ex pense. We will pay for any damage that results to the "auto" from the theft; or c.Take all or any part of the damaged or stolen property at an agreed or appraised value. If we pay for the "loss", our payment will in clude the applicable sales tax for the dam aged or stolen property. 5.Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. B.General Conditions 1.Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations under this Coverage Form. 2.Concealment, Misrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form. It is also void if you or any other "insured", at any time, intentionally con ceals or misrepresents a material fact con cerning: a.This Coverage Form; b.The covered "auto"; c.Your interest in the covered "auto"; or d.A claim under this Coverage Form. 3.Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the re vision is effective in your state. 4.No Benefit To Bailee -Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any per- COMMERCIAL AUTO son or organization holding, storing or trans porting property for a fee regardless of any other provision of this Coverage Form. 5.Otfter Insurance a.For any covered "auto" you own, this Coverc!9e Form provides primary insur ance. For any covered "auto" you don't own, the insurance provided by this Cov erage Form is excess over any other col lectible insurance. How ever, while a cov ered "auto" which is a "trailer" is con nected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the "trailer" is: (1)Excess while it is connected to a mo tor vehicle you do not own; or (2)Primary while it is connected to a covered "auto" you own. b.For Hired Auto Physical Damage Cover age, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". c.Regardless of the provisions of Para graph a. above, this Coverage Form's Covered Autos Liability Coverage is pri mary for any liability assumed under an "insured contract". d.When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 6.Premium Audit a.The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy be gan. We will compute the final premium due when we determine your actual ex posures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospective pre mium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund. CA00 0110 13 © Insurance Services Office, Inc., 2011 Page 9 of 12 ONE TOWER SQUARE HARTFORD CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 ( A) -001 POLICY NUMBE--E::,8-47-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be 2. O O % of the California workers' compensation pre- mium. Person or Organization ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. Schedule Job Description ENGINEERS This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Insured Insurance Company DATE OF ISSUE: 04-27-18 Policy No. Endorsement No. Premium Countersigned by ____________ _ ST ASSIGN: Page 1 of 1 Traveler Property Casualty Company of America A.M. Best#: 004461 NAIC #: 25674 FEIN#: 362719165 Domiciliary Address One Tower Square Hartford, CT 06183 United States Web: www.travelers.com Phone: 860-277-0111 Fax: 860-277-7002 Assigned to insurance companies that have, in our opinion, a superior ability to meet their ongoing insurance obligations. View additional news, reports and products for this company. Based on A.M. Best's analysis, 058470 -The Travelers Companies, Inc. is the AMB Ultimate Parent and identifies the topmost entity of the corporate structure. View a list of operating insurance entities in this structure. Best's Credit Ratings Financial Strength Rating View Definition Rating: Affiliation Code: A++ (Superior) g (Group) Financial Size Category: XV ($2 Billion or greater) Outlook: Stable Action: Effective Date: I Initial Rating Date: L ___________ _ Affirmed October 31, 2018 June 30, 1972 ----------·- ·--------- ·--·------- I I _ ______ J r �11 � Lo�g-�_rm Issuer Cre�it Rating View Definit�':_-------------------·----------------� I • I Long-Term:aa+ I ; Outlook: Stable I Action: Affirmed Effective Date: October 31, 2018 Initial Rating Date: April 18, 2005 u Denotes Under Review Best's Rating Best's Credit Rating Analyst Rating Office: A.M. Best Rating Services, Inc. Senior Financial Analyst: Gregory Dickerson Director: Jennifer Marshall, CPCU, ARM Note: See the Disclosure information Form or Press Release below for the office and analyst at the time of the rating event. Disclosure Information Disclosure Information Form View A.M. Best's Rating Disclosure Form Press Release A.M. Best Affirms Credit Ratings of The Travelers Companies, Inc. and Its Main Subsidiaries October 31, 2018 Rating History A.M. Best has provided ratings & analysis on this company since 1972.--------------------------·------ Financial Strength Rating L______ ---- Effective DateRating 10/31/2018 A++ 10/5/2017 A++ 7/22/2016 A++ 5/28/2015 A++ 5/23/2014 A++ Long-Term Issuer Credit Rating -----------1 ·--1 Effective DateRating 10/31/2018 aa+ 10/5/2017 aa+ 7/22/2016 aa+ 5/28/2015 aa+ 5/23/2014 aa+ ----·------- Best's Credit Reports '(\ Best's Credit Report -Where applicable, includes Best's Financial Strength Rating and rationale along with comprehensive analytical commentary, detailed business overview and key financial data. Report Revision Date: 11/26/2018 (represents the latest significant change). [�1 Historical Reports are available in Best's Credit Report Archive. View additional news, reports and products for this company. Press Releases Oct 31, 2018 Oct 05, 2017 Jul 22,2016 May 28, 2015 May 23, 2014 May 30, 2013 May 10, 2012 May 26, 2011 1 Jun 08, 2010 Jun 03, 2008 1 2 A.M. Best Affirms Credit Ratings of The Travelers Companies, Inc. and Its Main Subsidiaries A.M. Best Affirms Credit Ratings of The Travelers Companies, Inc. and Its Subsidiaries A.M. Best Affirms Ratings of The Travelers Companies, Inc. and Its Subsidiaries A.M. Best Affirms Ratings of The Travelers Companies, Inc. and Its Subsidiaries A.M. Best Upgrades Ratings of The Travelers Companies, Inc. and Most of Its Subsidiaries A.M. Best Revises Outlook to Positive for The Travelers Companies, Inc. and Most of Its Subsidiaries A.M. Best Affirms Ratings of The Travelers Companies, Inc. and Its Subsidiaries A.M Best Affirms Ratings of The Travelers Companies, Inc. and Its Subsidiaries A.M. Best Upgrades Issuer Credit Ratings of Travelers Group A.M. Best Affirms Ratings of Travelers Insurance Companies and Several of Its Subsidiaries Page size: 10 20 items in 2 pages Find a Best's Credit Rating Enter a Company Name Advanced Search European Union Disclosures How to Get a Best's Credit Rating (At\ � Best's Credit Ratings @o •Mot>He App A.M. Best -Europe Rating Services Limited (AMBERS), a subsidiary of A.M. Best Rating Services, Inc., is an External Credit Assessment Institution (ECAI) in the European Union (EU). Therefore, Credit Ratings issued and endorsed by AMBERS may be used for regulatory purposes in the EU as per Directive 2006/48/EC. A.M. Best (EU) Rating Services B.V. (AMB-EU), a subsidiary of A.M. Best Rating Services , Inc., is an External Credit Assessment (ECAI) in the EU. Therefore, credit ratings issued and endorsed by AMB-EU may be used for regulatory purposes in the EU as per Directive 2006/48/EC. Australian Disclosures A.M. Best Asia-Pacific Limited (AMBAP), Australian Registered Body Number (ARBN No.150375287), is a limited liability company incorporated and domiciled in Hong Kong. AMBAP is a wholesale Australian Financial Services (AFS) Licence holder (AFS No. 411055) under the Corporations Act 2001. Credit ratings emanating from AMBAP are not intended for and must not be distributed to any person in Australia other than a wholesale client as defined in Chapter 7 of the Corporations Act. AMBAP does not authorize its Credit Ratings to be disseminated by a third-party in a manner that could reasonably be regarded as being intended to influence a retail client in making a decision in relation to a particular product or class of financial product. AMBAP Credit Ratings are intended for wholesale clients only, as defined. Credit Ratings determined and disseminated by AMBAP are the opinion of AMBAP only and not any specific credit analyst. AMBAP Credit Ratings are statements of opinion and not statements of fact. They are not recommendations to buy, hold or sell any securities or any other form of financial product, including insurance policies and are not a recommendation to be used to make investment /purchasing decisions. Important Notice: A.M. Best's Credit Ratings are independent and objective opinions, not statements of fact. A.M. Best is not an Investment Advisor, does not offer investment advice of any kind, nor does the company or its Ratings Analysts offer any form of structuring or financial advice. A.M. Best's credit opinions are not recommendations to buy, sell or hold securities, or to make any other investment decisions. For additional information regarding the use and limitations of credit rating opinions, as well as the rating process, information requirements and other rating related terms and definitions, please view Understanding Best's Credit Ratings. About Us I Site Map I Customer Service I My Account I Contact I Careers I Te rms of Use I Privacy Policy I Security I Legal & Licensing Regulatory Affairs -Form NRSRO -Code of Conduct -Rating Methodology -Historical Performance Data Copyright© 2019 A.M. Best Company, Inc. and/or its affiliates ALL RIGHTS RESERVED. Peleus lnsuranc· Company A.M. Best#: 011035 NAIC #: 34118 Mailing AddressP.O. Box 469012 San Antonio, TX 78246 United States Web: www.colonyspecialty.com Phone: 804-560-2000 Fax: 804-560-4820 FEIN #: 650075940 View Additional Address Information Assigned to insurance companies that have, in our opinion, an excellent ability to meet their ongoing insurance obligations. View additional news, reports and products for this company. Based on A.M. Best's analysis, 058448 -Argo Group International Holdings, Ltd is the AMB Ultimate Parent andidentifies the topmost entity of the corporate structure. View a list of operating insurance entities in this structure. Best's Credit Ratings Financial Strength Rating View Definition Rating: Affiliation Code: A (Excellent) g (Group) Financial Size Category: XIV ($1.5 Billion to $2 Billion) Outlook:Stable Action: Effective Date: Initial Rating Date: Affirmed October 17, 2018 June 20, 1994 �------------------------ -------------1 __ J 1· _L_o _n-g-Term Issuer Credit Rating View DefinitiC:______________ --------· ·--·------� I Long-Term: Outlook: a Stable Action: Affirmed Effective Date: October 17, 2018 Initial Rating Date: June 29, 2005 u Denotes Under Review Best's Rating 18est's Credit Rating Analyst I Rating Office: A.M. Best Rating S�rvices, Inc. Senior Financial Analyst: Jieqiu Fan Senior Director: Daniel J. Ryan Note: See the Disclosure information Form or Press Release below for the office and analyst at the time of the rating event. ________________________________________ __j Disclosure Information Disclosure Information Form View A.M. Best's Rating Disclosure Form Press Release A.M. Best Affirms Credit Ratings of Argo Group International Holdings,.Ltd. and SubsidiariesOctober 17, 2018 Rating History A.M. Best has provided ratings & analysis on this company since 1994. l Financial Strength Rating II Effective DateRating 10/17/2018 A 9/20/2017 A 1 11/16/2016 A I 10/22/2015 A L 10�2/201 �--A- Long-Term Issuer Credit Rating _J ..I l Effective DateRating 10/17/2018 a 9/20/2017 11/16/2016 10/22/2015 10/2/2014 a a a a L....._ ___ , _____ _ Best's Credit Reports (j Best's Credit Report -Where applicable, includes Best's Financial Strength Rating and rationale along with comprehensive analytical commentary, detailed business overview and key financial data. Report Revision Date: 10/30/2018 (represents the latest significant change) . . r=-1 Historical Reports are available in Best's Credit Report Archive. \:_j View additional news, reports and products for this company. Press Releases Oct 17, 2018 ' Sep 20, 2017 Nov 16, 2016 Oct 22, 2015 ' Oct 02, 2014 Aug 26, 2013 Jun 18, 2012 Jun 20, 2011 Jun 21, 2010 Jun 24, 2009 1 2 A.M. Best Affirms Credit Ratings of Argo Group International Holdings, Ltd. and Subsidiaries A.M. Best Affirms Credit Ratings of Argo Group International Holdings, Ltd. and Its Subsidiaries A.M. Best Affirms Credit Ratings of Argo Group International Holdings, Ltd. and Subsidiaries A.M. Best Affirms Ratings of Argo Group International Holdings, Ltd. and Subsidiaries; Assigns Ratings to ARIS Title Ins. Corp. A.M. Best Affirms Ratings of Argo Group International Holdings, Ltd. and Its Subsidiaries A.M. Best Affirms Ratings of Argo Group International Holdings, Ltd. and Its Subsidiaries A.M. Best Affirms Ratings of Argo Group International Holdings, Ltd. and Its Subsidiaries A.M. Best Affirms Ratings of Argo Group International Holdings, Ltd. and Its Subsidiaries A.M. Best Affirms Ratings of Argo Group International Holdings, Ltd. and Its Subsidiaries A.M. Best Affirms Ratings of Argo Group International Holdings, Ltd. and Its Subsidiaries Page size: 10 14 items in 2 pages Find a Best's Credit Rating I f Enter a Company Name Advanced Search European Union Disclosures How to ,Get a Best's Credit Rating @ Best's C. redit Rating1s @o: Mo1 bi.leApp · · A.M. Best -Europe Rating Services Limited (AMBERS), a subsidiary of A.M. Best Rating Services, Inc., is an External Credit Assessment Institution (ECAI) in the European Union (EU). Therefore, Credit Ratings issued and endorsed by AMBERS may be used for regulatory purposes in the EU as per Directive 2006/48/EC. A.M. Best (EU) Rating Services B.V. (AMB-EU), a subsidiary of A.M. Best Rating Services, Inc., is an External Credit Assessment (ECAI) in the EU. Therefore, credit ratings issued and endorsed by AMB-EU may be used for regulatory purposes in the EU as per Directive 2006/48/EC. Australian Disclosures A.M. Best Asia-Pacific Limited (AMBAP), Australian Registered Body Number (ARBN No.150375287), is a limited liability company incorporated and domiciled in Hong Kong. AMBAP is a wholesale Australian Financial Services (AFS) Licence holder (AFS No. 411055) under the Corporations Act 2001. Credit ratings emanating from AMBAP are not intended for and must not be distributed to any person in Australia other than a wholesale client as defined in Chapter 7 of the Corporations Act. AMBAP does not authorize its Credit Ratings to be disseminated by a third-party in a manner that could reasonably be regarded as being intended to influence a retail client in making a decision in relation to a particular product or class of financial product. AMBAP Credit Ratings are intended for wholesale clients only, as defined. Credit Ratings determined and disseminated by AMBAP are the opinion of AMBAP only and not any specific credit analyst. AMBAP Credit Ratings are statements of opinion and not statements of fact. They are not recommendations to buy, hold or sell any securities or any other form of financial product, including insurance policies and are not a recommendation to be used to make investment /purchasing decisions. Important Notice: A.M. Best's Credit Ratings are independent and objective opinions, not statements of fact. A.M. Best is not an Investment Advisor, does not offer investment advice of any kind, nor does the company or its Ratings Analysts offer any form of structuring or financial advice. A.M. Best's credit opinions are not recommendations to buy, sell or hold securities, or to make any other investment decisions. For additional information regarding the use and limitations of credit rating opinions, as well as the rating process, information requirements and other rating related terms and definitions, please view Understanding Best's Credit Ratings. About Us I Site Map I Customer Service I My Account I Contact I Careers I Te rms of Use I Privacy Policy I Security I Legal & Licensing Regulatory Affairs -Form NRSRO -Code of Conduct -Rating Methodology -Historical Performance Data Copyright© 2019 A.M. Best Company, Inc. and/or its affiliates ALL RIGHTS RESERVED. �--�� o(1""'f? Cf -?[Vfrr('{"lvl, \(rlrf) ,,.)"') Q ?yt4f- � frK1j-